August 27, 2024

Khurram Sheikh
Chief Executive Officer
CXApp Inc.
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, CA 94306

       Re: CXApp Inc.
           Registration Statement on Form S-1
           Filed August 9, 2024
           File No. 333-281452
Dear Khurram Sheikh:

     We have conducted a limited review of your registration statement and have
the following
comment.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe the comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
General

1.     In a PIPE transaction, a registered resale of securities is permitted
where the investor
       is irrevocably bound to purchase a set number of securities for a set
purchase price that is
       not based on a market price or a fluctuating ratio. In addition, there
can be no conditions
       that an investor can cause not to be satisfied, including conditions
related to market price
       of the securities. Further, the closing of the private placement of the
unissued securities
       must occur within a short time after the effectiveness of the resale
registration statement.
       In that regard, we note that pursuant to the Securities Purchase
Agreement with
       Streeterville Capital, the company will    reserve    3,049,000 Common
Shares for future
       issuance, the share purchase price is based on the market price, and
that Streeterville
       Capital will have the right, but not obligation, to purchase from the
Company. Please
       provide us with your analysis regarding your eligibility to register the
resale of the
 August 27, 2024
Page 2

       common stock that may be issued pursuant to the Securities Purchase
Agreement. Refer to
       Securities Act Sections Compliance and Disclosure Interpretations
Questions 134.01 and
       139.11.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Charli Wilson at 202-551-6388 or Matthew Derby at
202-551-3334 with
any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:   Michael Mies